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                              WARRANT CERTIFICATE 

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED 
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND NEITHER THE SECURITIES 
     NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE 
     DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION UNDER 
     SUCH ACT AND THE RULES AND REGULATIONS THEREUNDER; PROVIDED FURTHER, 
     THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE NOT TRANSFERABLE BY 
     OR FROM THE WARRANT HOLDER NAMED HEREIN WITHOUT THE EXPRESS WRITTEN 
     CONSENT OF MIDLAND RESOURCES, INC.

Issue Date: OCTOBER 23, 1996                               10,000 Warrants to 
Void after 5:00 P.M.                                       Purchase Common Stock
SEPTEMBER 30, 2001                                         Certificate No. SB-1

                                        
                      WARRANTS TO PURCHASE COMMON STOCK OF
                             MIDLAND RESOURCES, INC.

          Midland Resources, Inc., a Texas corporation (the "Company") , hereby
certifies that, for value received, SAM R. BROCK, the holder of these Warrants
(the"Warrants," and each right to purchase a share of Common Stock, a "Warrant"
) is entitled, subject to the terms set forth below, at any time, or from time
to time, to purchase from the Company 10,000 fully paid and nonassessable shares
of Common Stock of the Company.  These Warrants and all rights hereunder, to the
extent such rights shall not have been exercised, shall terminate and become
null and void at 5:00 p.m., Houston, Texas time, on SEPTEMBER 30, 2001 (the
"Expiration Date").  For purpose of these Warrants, the term "Common Stock"
shall mean the common stock, par value $0.001 per share of Midland Resources,
Inc. having such rights and privileges as exist on the date hereof.

          These Warrants shall be subject to the following terms and conditions:


SECTION 1.  EXERCISE OF WARRANT; RESERVATION OF COMMON STOCK; EXERCISE
            PRICE; ADJUSTMENTS RELATIVE TO EXERCISE OF WARRANT.

          A.  EXERCISE OF WARRANTS.  Subject to the conditions set forth in this
Section 1, the holder of any warrant may, at such holder's option, exercise such
holder's rights under all or any part of the Warrants to purchase one share of
Common Stock in exchange for one Warrant ( the "Warrant Shares") at a price per
share (the "Exercise Price") equal to $2.875, payable in cash, at any time and
from time to time prior to the Expiration Date.  The Warrant Shares and the
Exercise Price are subject to certain adjustments set forth in this Section 1,
and the terms "Warrant Shares" and "Exercise Price" as used herein shall as of
any time be deemed to include all such adjustments to be given effect as of such
time in accordance with the terms hereof.


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          B.  RESERVATION OF COMMON STOCK.  The Company covenants that, while 
these Warrants are exercisable, it shall reserve from its authorized and 
unissued Common Stock a sufficient number of shares to provide for the 
delivery of stock pursuant to an exercise of these Warrants.  The Company 
further covenants that all shares of Common Stock that may be issued upon the 
exercise of these Warrants shall, upon issuance, be duly and validly issued, 
fully paid and nonassessable, and free from all taxes, liens, and charges 
with respect to the purchase and  issuance of the shares.

          C.  RECAPITALIZATION.    (1)  The existence of these Warrants shall
not affect in any way the right or power of the Company or its shareholders to
make or authorize any or all adjustments, recapitalization, reorganizations, or
other changes in the Company's capital structure or its business, or any merger
or consolidation of the Company or any issue of bonds, debentures, preferred or
prior preference stocks ahead of or affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.

          (2).  The consideration payable per share upon exercise shall be
proportionately  adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a subdivision or consolidation of shares
or other capital adjustment, or the payment of a stock dividend or other
increase or decrease in such shares, effected without receipt of consideration
by the Company; provided, however, that any fractional shares resulting from any
such adjustment shall be eliminated for the purposes of such adjustments. 

          (3).  Subject to any required action by the shareholders, if the
Company shall be the surviving or resulting corporation in any merger or
consolidation, the Warrant granted hereunder shall pertain to and apply to the
securities or rights to which a holder of the number of shares of Common Stock
subject to the Warrants would have been entitled.  In the event of any merger or
consolidation pursuant to which the Company is not the surviving or resulting
corporation, there shall be substituted for the shares of Common Stock subject
to any unexercised portions of the Warrants, an appropriate number of shares of
each class of stock or other securities of the surviving or consolidated
corporation which were distributed to the shareholders of the Company in respect
of such shares of Common Stock.  Provided, however, that the Warrants may be
canceled by the Company as of the effective date of any such reorganization,
merger or consolidation or of any dissolution or liquidation of the Company by
giving notice to the holder hereof of its intention to do so and by permitting
the purchase during the thirty (30) day period next preceding such effective
date of all or any portion of the shares subject to the Warrants.

          (4).  No adjustment of the Exercise Price shall be made in an amount
that is less than 1% of the Exercise Price, but any such lesser adjustment shall
be carried forward and made at the time of and together with the next subsequent
adjustment.

SECTION 2.   METHOD OF EXERCISE OF WARRANTS.

          These Warrants may be exercised by the delivery of this Certificate,
along with the Warrant Exercise Form attached hereto as Exhibit "A" duly
executed by the holder, to the Company at its principal office, accompanied by
payment of the Exercise Price for the number of shares of 


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Common Stock specified.  The Warrants may be exercised for less than the full 
number of shares of Common Stock called for hereby by delivery of this 
Certificate in the manner and at the place provided above, accompanied by 
payment for the number of shares of Common Stock being purchased.  If the 
Warrants should be exercised in part only, the Company shall, upon surrender 
of this Certificate for cancellation, execute and deliver a new Certificate 
evidencing the right of the holder to purchase the balance of the shares 
purchasable hereunder.  Upon receipt by the Company of this Certificate at 
the principal office of the Company, in proper form for exercise, accompanied 
by the full Exercise Price in cash or certified or bank cashier's check, the 
holder shall be deemed to be the holder of record of the shares of Common 
Stock issuable upon such exercise, notwithstanding that the stock transfer 
books of the Company shall then be closed or that certificates representing 
such Common Stock shall not then be actually delivered to the holder.  

          As soon as practicable after the exercise of these Warrants in whole
or in part and, in any event, within ten days thereafter, the Company at its
expense will cause to be issued in the name of and delivered to the holder a
certificate or certificates for the number of fully paid and  nonassessable
shares of Common Sock (and a certificate representing the balance of any
unexercised Warrants) to which the holder shall be entitled upon such exercise. 
Each certificate for shares of Common Stock so delivered shall be in such
denominations as may be requested by the holder and shall be registered in the
name of the holder or such other name as the holder may designate.

SECTION 3.  RIGHTS OF HOLDER.

          These Warrants do not entitle the holder to any voting rights, to any
other rights of a stockholder of the Company, or to any other rights whatsoever,
except for the rights specified in this Certificate.  No dividends are or shall
be payable, or shall accrue, on or with respect to these Warrants or any
interest represented by these Warrants or on the shares that may be purchased
upon the exercise hereof until or unless, and except to the extent that, these
Warrants are exercised.

SECTION 4.  NOTICE.

          Any and all notices concerning these Warrants shall be given to the
holder of this Warrant by publication and/or by written notice to the address of
the holder on the warrant register for the Warrants maintained by the Company. 
No notice or notices concerning these Warrants are required except as specified
in this Certificate.

SECTION 5.  MUTILATED OR MISSING WARRANT CERTIFICATES.

          Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant Certificate, and
(in the case of loss, theft or destruction) of reasonably satisfactory
indemnification and upon surrender and cancellation of this Warrant Certificate
(if mutilated) the Company will execute and deliver a new Warrant Certificate of
like tenor and date.


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SECTION 6.  MISCELLANEOUS.


          A.   GOVERNING LAW.  These Warrants shall be performable in, subject
to and construed in accordance with the laws of the State of Texas.

          B.   RESTRICTIVE LEGEND.  The Holder hereof, upon exercise of these
Warrants, understands and agrees that the share(s) certificate(s) to be issued
will bear a restrictive legend similar to the legend contained hereon and stop
transfer restrictions will be placed against such shares until compliance with
the legend is determined to the satisfaction of the Company.


          IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed, as of the day and year first above written.

                                        MIDLAND RESOURCES, INC.


                                        By:
                                            ------------------------------
                                            Deas H. Warley III,
                                            President   
                                             









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                              WARRANT EXERCISE FORM

                                        
                                        DATE:_____________________, 19____


TO:  MIDLAND RESOURCES, INC.

     
     The undersigned, the holder of the attached Warrants, hereby irrevocably
elects to exercise all or part of the purchase right represented by such
Warrants for, and to purchase thereunder,______________shares of Common Stock,
Par Value $0.001 Per Share of Midland Resources, Inc. (the "Company") and 
herewith makes payment of $____________to the Company, evidenced by delivery 
of____________________, and requests that the certificate of such shares be 
issued in the name of, and be delivered to,_________________________________,
whose address is____________________________________________________________.



                                                                             
                                        ------------------------------------
                                        (Name of Holder)

                                        ------------------------------------
                                        (Authorized Signatory)

                                        ------------------------------------
                                        (Address)
                             
                                        ------------------------------------
               



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